Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Organogenesis Holdings Inc. | |
Entity Central Index Key | 0001661181 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | ORGO | |
Entity Common Stock, Shares Outstanding | 91,316,039 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 30,561 | $ 21,291 |
Restricted cash | 102 | 114 |
Accounts receivable, net | 32,509 | 34,077 |
Inventory | 17,972 | 13,321 |
Prepaid expenses and other current assets | 3,918 | 2,328 |
Total current assets | 85,062 | 71,131 |
Property and equipment, net | 39,454 | 39,623 |
Notes receivable from related parties | 496 | 477 |
Intangible assets, net | 24,592 | 26,091 |
Goodwill | 25,539 | 25,539 |
Deferred tax asset | 238 | 238 |
Other assets | 1,072 | 579 |
Total assets | 176,453 | 163,678 |
Current liabilities: | ||
Deferred acquisition consideration | 5,000 | 5,000 |
Redeemable common stock liability | 6,762 | |
Current portion of notes payable | 2,545 | |
Current portion of capital lease obligations | 2,337 | 2,236 |
Accounts payable | 24,575 | 19,165 |
Accrued expenses and other current liabilities | 20,395 | 20,388 |
Total current liabilities | 52,307 | 56,096 |
Line of credit | 30,984 | 26,484 |
Notes payable, net of current portion | 12,578 | |
Term loan | 39,635 | |
Deferred rent, net of current portion | 179 | 130 |
Capital lease obligations, net of current portion | 15,109 | 15,418 |
Other liabilities | 5,680 | 5,931 |
Total liabilities | 143,894 | 116,637 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 92,044,587 and 91,261,413 shares issued; 91,316,039 and 91,261,413 shares outstanding at March 31, 2019 and December 31, 2018, respectively. | 9 | 9 |
Additional paid-in capital | 178,124 | 177,272 |
Accumulated deficit | (145,574) | (130,240) |
Total stockholders' equity | 32,559 | 47,041 |
Total liabilities and stockholders' equity | $ 176,453 | $ 163,678 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 92,044,587 | 91,261,413 |
Common stock, shares outstanding | 91,316,039 | 91,261,413 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenue | $ 57,123 | $ 35,529 |
Cost of goods sold | 16,980 | 14,521 |
Gross profit | 40,143 | 21,008 |
Operating expenses: | ||
Selling, general and administrative | 48,893 | 38,165 |
Research and development | 3,371 | 2,824 |
Total operating expenses | 52,264 | 40,989 |
Loss from operations | (12,121) | (19,981) |
Other income (expense), net: | ||
Interest expense | (1,797) | (2,429) |
Interest income | 19 | 19 |
Change in fair value of warrants | (74) | |
Loss on the extinguishment of debt | (1,862) | |
Other income, net | 132 | 5 |
Total other income (expense), net | (3,508) | (2,479) |
Net loss before income taxes | (15,629) | (22,460) |
Income tax expense | (37) | (28) |
Net loss | $ (15,666) | $ (22,488) |
Net loss per share—basic and diluted | $ (0.17) | $ (0.35) |
Weighted average common shares outstanding—basic and diluted | 90,604,107 | 64,320,931 |
Consolidated Statement of Redee
Consolidated Statement of Redeemable Common Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ (15,317) | $ 6,762 | $ 6 | $ 50,086 | $ (65,409) |
Balance (in shares) at Dec. 31, 2017 | 728,548 | 66,983,139 | |||
Proceeds from equity financing, net of issuance costs of $270 | 91,730 | $ 2 | 91,728 | ||
Proceeds from equity financing, net of issuance costs of $270 (in shares) | 15,561,473 | ||||
Recapitalization costs | (11,206) | (11,206) | |||
Exercise of stock options | 119 | 119 | |||
Exercise of stock options (in shares) | 76,654 | ||||
Exercise of common stock warrants | 2,707 | 2,707 | |||
Exercise of common stock warrants (in shares) | 746,475 | ||||
Issuance of common stock for extinguishment of debt | 42,764 | $ 1 | 42,763 | ||
Issuance of common stock for extinguishment of debt (in shares) | 6,502,679 | ||||
Common stock issued in exchange for AHPAC shares (in shares) | 1,390,993 | ||||
Stock-based compensation expense | 1,075 | 1,075 | |||
Exercise of put option of redeemable common stock placed into treasury | $ (6,762) | ||||
Net loss | (64,831) | (64,831) | |||
Balance at Dec. 31, 2018 | $ 47,041 | $ 9 | 177,272 | (130,240) | |
Balance (in shares) at Dec. 31, 2018 | 91,261,413 | 728,548 | 91,261,413 | ||
Adoption of ASC 606 | $ 332 | 332 | |||
Exercise of common stock warrants | 628 | 628 | |||
Exercise of common stock warrants (in shares) | 54,626 | ||||
Stock-based compensation expense | 224 | 224 | |||
Exercise of put option of redeemable common stock placed into treasury (in shares) | (728,548) | 728,548 | |||
Net loss | (15,666) | (15,666) | |||
Balance at Mar. 31, 2019 | $ 32,559 | $ 9 | $ 178,124 | $ (145,574) | |
Balance (in shares) at Mar. 31, 2019 | 91,316,039 | 92,044,587 |
Consolidated Statement of Red_2
Consolidated Statement of Redeemable Common Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Issuance costs | $ 270 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (15,666) | $ (22,488) | $ (64,831) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 902 | 872 | |
Amortization of intangible assets | 1,498 | 917 | |
Non-cash interest expense | 170 | 239 | |
Non-cash interest income | (19) | (20) | |
Non-cash rent expense | 49 | 14 | |
Benefit recorded for sales returns and doubtful accounts | (76) | (208) | 1,157 |
Provision recorded for inventory reserve | 520 | 1,482 | |
Stock-based compensation | 224 | 317 | |
Change in fair value of warrant liability | 73 | ||
Loss on extinguishment of debt | 1,862 | ||
Changes in fair value of forfeiture rights | 589 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,474 | 7,547 | |
Inventory | (5,339) | (2,282) | |
Prepaid expenses and other current assets | (963) | (1,352) | |
Accounts payable | 4,882 | 9,706 | |
Accrued expenses and other current liabilities | 176 | (789) | |
Accrued interest - affiliate debt | 797 | ||
Other liabilities | (252) | 129 | |
Net cash used in operating activities | (9,558) | (4,457) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (317) | (65) | |
Net cash used in investing activities | (317) | (65) | |
Cash flows from financing activities: | |||
Line of credit borrowings | 4,500 | 3,075 | |
Proceeds from term loan | 40,000 | ||
Repayment of notes payable | (17,585) | (10) | |
Proceeds from the exercise of stock options | 44 | ||
Redemption of redeemable common stock | (6,762) | ||
Principal repayments of capital lease obligations | (209) | (18) | |
Payment of debt issuance costs | (811) | (9) | |
Net cash provided by financing activities | 19,133 | 3,082 | |
Change in cash and restricted cash | 9,258 | (1,440) | |
Cash and restricted cash, beginning of period | 21,405 | 2,358 | 2,358 |
Cash and restricted cash, end of period | 30,663 | 918 | $ 21,405 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,627 | 2,190 | |
Cash paid for income taxes | 58 | 1 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Debt issuance costs included in accounts payable | 113 | ||
Purchases of property and equipment in accounts payable and accrued expenses | 415 | $ 715 | |
Exercise of common stock warrants included in prepaids and other current assets | $ 628 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Organogenesis Holdings Inc. (formerly Avista Healthcare Public Acquisition Corp.) (“ORGO” or the “Company”) is a leading regenerative medicine company focused on the development, manufacture, and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. The Company’s products have been shown through clinical and scientific studies to support and, in some cases, accelerate tissue healing and improve patient outcomes. The Company is advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. The Company’s solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. The Company offers differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ambulatory service centers (ASCs) and physician offices. The Company’s mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care. The Company offers a comprehensive portfolio of products in the markets it serves that address patient needs across the continuum of care. The Company has and intends to continue to generate data from clinical trials, real world outcomes and health economics research that validate the clinical efficacy and value proposition offered by the Company’s products. The majority of the existing and pipeline products in the Company’s portfolio have Premarket Application approval, Business License Applicant approval or Premarket Notification 510(k) clearance from the United States Food and Drug Administration (“FDA”). Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, the Company believes its data and regulatory approvals provide us a strong competitive advantage. The Company’s product development expertise and multiple technology platforms provide a robust product pipeline which the Company believes will drive future growth. Merger with Avista Healthcare Public Acquisition Corp On December 10, 2018, Avista Healthcare Public Acquisition Corp., our predecessor company (“AHPAC”), consummated the previously announced merger (the “Avista Merger”) pursuant to an Agreement and Plan of Merger, dated as of August 17, 2018 (as amended, the “Avista Merger Agreement”), by and among AHPAC, Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of AHPAC (“Avista Merger Sub”) and Organogenesis Inc., a Delaware corporation (“Organogenesis Inc.”). As a result of the Avista Merger and the other transactions contemplated by the Avista Merger Agreement, Avista Merger Sub merged with and into Organogenesis Inc., with Organogenesis Inc. surviving the Avista Merger and becoming a wholly owned subsidiary of AHPAC. AHPAC changed its name to Organogenesis Holdings Inc. (ORGO). The Avista Merger was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, AHPAC was treated as the “acquired” company for accounting purposes. This determination was primarily based on Organogenesis Inc.’s equity holders having a majority of the voting power of the combined company, Organogenesis Inc. comprising the ongoing operations of the combined entity, Organogenesis Inc. comprising a majority of the governing body of the combined company, and Organogenesis Inc.’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Avista Merger was treated as the equivalent of Organogenesis Inc. issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC were recorded at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Avista Merger are those of Organogenesis Inc. Going Concern Through March 31, 2019, the Company has funded its operations primarily with cash flow from product sales and proceeds from loans from affiliates and entities controlled by its affiliates, sales of its common stock and third-party debt. The Company has incurred recurring losses since inception, including net losses of $15,666 for the three-month period ended March 31, 2019, and $22,488 for three months ended March 31, 2018. In addition, as of March 31, 2019, the Company had an accumulated deficit of $145,574 and working capital of $32,755. The Company expects to continue to generate operating losses for the foreseeable future. As of May 10, 2019, the issuance date of the consolidated financial statements for the three months ended March 31, 2019, the Company expects that its cash of $30,561 as of March 31, 2019, plus cash flows from product sales and availability under the New Credit Agreement (see Note 9), which was entered into in March 2019, will be sufficient to fund its operating expenses, capital expenditure requirements and debt service payments through at least May 31, 2020. The Company may seek to raise additional funding through public and/or private equity financings, debt financings or other strategic transactions. There can be no assurance that the Company will be able to obtain additional debt or equity financing on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Annual Report”). The unaudited consolidated interim financial statements include the accounts of Organogenesis Holdings Inc. (a Delaware corporation following the Domestication), and its wholly owned subsidiary, Organogenesis Inc. and the wholly owned subsidiaries of Organogenesis Inc., including Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. For periods prior to the closing of the Avista Merger on December 10, 2018, the notes to the consolidated financial statements have been updated to give effect to the Avista Merger. All intercompany balances and transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. In the opinion of management, the unaudited consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2019, and the results of its operations and its cash flows for the three months ended March 31, 2019 and 2018. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, any other interim periods, or any future year or period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report other than as noted below. Revenue from Contracts with Customers Revenue Recognition Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of March 31, 2019. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. As of the adoption date of ASC 606, all of the Company’s contracts with customers contained a single performance obligation. Disaggregation of Revenue The following table sets forth revenue by product category: Three Months Ended March 31, 2019 2018 Advanced Wound Care $ 47,844 $ 29,223 Surgical & Sports Medicine 9,279 6,306 Total revenue $ 57,123 $ 35,529 For the three months ended March 31, 2019 and March 31, 2018, net PuraPly revenue totaled $25,447 and $10,644, respectively. For the three months ended March 31, 2019 and March 31, 2018 revenue generated outside the US represented 1% of total revenue. Product Revenue The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. In the Advanced Wound Care market, the Company focuses on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. In the Surgical & Sports Medicine market, the Company focuses on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis. Product revenue is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment, upon procedure date, or upon delivery based on the terms of a contract. Reserves for Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts or rebates that are offered within contracts between the Company and its customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company generally offers customers a limited right of return for product due to over shipment or non-conforming shipment, or if the product was defective. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return reserves using its own historical sales information and if it becomes aware of other factors that it believes could significantly impact its expected returns, including product recalls, pricing changes, or change in reimbursement rates. These factors include its estimate of actual and historical return rates for non-conforming product and open return requests. The Company does not record an asset for returned product as it is discarded upon receipt. Rebates and Allowances The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized, resulting in a reduction to revenue and the establishment of a liability which is included in accrued expenses in the accompanying consolidated balance sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes. The Company estimates the amount of rebates and allowances that are explicitly stated in the Company’s contracts and based on an estimate of the third party’s buying patterns and the resulting applicable contractual rebate to be earned over a contractual period. Costs to Obtain or Fulfill a Customer Contract Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Adoption of ASC Topic 606, Revenue from Contracts with Customers The Company adopted ASC 606 on January 1, 2019, using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for fiscal year 2019 reflect the application of ASC 606 guidance while the reported results for fiscal year 2018 were prepared under the guidance of ASC 605, Revenue Recognition (ASC 605). The adoption of ASC 606 will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. Historically, for certain customers, products were shipped in advance of the receipt of the purchase order and the Company recognized revenue on these products only upon receipt of a purchase order which is when the transaction price was deemed fixed and determinable. As control of these products has transferred upon use of the product in a procedure, the recognition of revenue will be accelerated to the procedure date under ASC 606. The adoption of did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2019. Reclassification of Prior Period Balances Reclassifications have been made to prior period amounts to conform to the current-year presentation of the reporting of deferred interest and principal on outstanding capital lease obligations and deferred tenant escalations as long-term liabilities on the consolidated balance sheets. The deferred interest and tenant escalation amounts were previously reported as accrued expenses on the consolidated balance sheets and the deferred principal on the capital lease obligations were recorded as part of the current portion of capital lease obligations on the consolidated balance sheet. These reclassifications have no effect on the reported net loss or net equity for the years ended March 31, 2019 and December 31, 2018. Recent Accounting Pronouncements – Issued But Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which applies to all leases and will require lessees to record most leases on the balance sheet but recognize expense in a manner similar to the current standard. In July 2018, the FASB issued ASU 2018-10,“Codification Improvements to Topic 842, Leases,” which provides narrow amendments to clarify how to apply certain aspects of ASU 2016-02, and ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides adopters an additional transition method by allowing entities to initially apply ASU 2016-02, and subsequent related standards, at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 for public business entities and interim periods within those years and for all other entities for years beginning after December 15, 2019. The Company is a public entity but took advantage of the relief provided for emerging growth companies to allow them to follow the private company adoption timelines. Entities are required to use a modified retrospective approach of adoption for leases that exist or are entered into after the beginning of the transition date. Full retrospective application is prohibited. The Company is in the process of updating its systems, policies and internal controls over financial reporting in anticipation of adopting these standards on January 1, 2020. The Company is evaluating the potential impact that the adoption of ASU 2016-02 and the amendments will have on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in this ASU require certain existing disclosure requirements in Topic 820 to be modified or removed, and certain new disclosure requirements to be added to the Topic. In addition, this ASU allows entities to exercise more discretion when considering fair value measurement disclosures. ASU 2018-13 will be effective for the Company beginning January 1, 2020 with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2018-13 on its consolidated financial statements and related disclosures. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values. There were no transfers between fair value measurement levels during the three months ended March 31, 2019: Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Total Liabilities: Redeemable common stock liability $ — $ — $ 6,762 $ 6,762 $ — $ — $ 6,762 $ 6,762 Redeemable Common Stock On March 24, 2017, the Company issued 728,548 shares of Class A common stock in connection with the NuTech Medical acquisition (see Note 7), which were recorded at their fair value of $8.69 per share. These shares included a put right allowing the holder to put the shares back to the Company at an agreed-upon exercise price of $9.28 per share on March 24, 2019. The Company also had the right to call the shares at an agreed-upon exercise price of $9.28 per share prior to the second anniversary of the acquisition. These shares had been classified as temporary equity and had been accreted to the full redemption amount of $9.28 per share as the holder had the right to exercise the put right on March 24, 2019. These shares had the same rights and preferences as common stock. In December 2018, the Company received notification that the put option would be exercised. Accordingly, the Company reclassified the carrying value of the redeemable Class A common stock of $6,762 to a current liability as of December 31, 2018. The liability was settled in March 2019. As of March 31, 2019, the aforementioned 728,548 shares are held as treasury stock. |
Accounts receivable, net
Accounts receivable, net | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts receivable, net | 4. Accounts receivable, net Accounts receivable consisted of the following: March 31, 2019 December 31, 2018 Accounts receivable $ 35,801 $ 37,497 Less — allowance for sales returns and doubtful accounts (3,292 ) (3,420 ) $ 32,509 $ 34,077 The Company’s allowance for sales returns and doubtful accounts was comprised of the following: Balance as of December 31, 2017 $ 3,225 Additions 1,157 Write-offs (962 ) Balance as of December 31, 2018 3,420 Reductions (76 ) Write-offs (52 ) Balance as of March 31, 2019 $ 3,292 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories, net of related reserves for excess and obsolescence, consisted of the following: March 31, 2019 December 31, 2018 Raw materials $ 6,865 $ 4,711 Work in process 1,440 1,759 Finished goods 9,667 6,851 $ 17,972 $ 13,321 Raw materials include various components used in the Company’s manufacturing process. The Company’s excess and obsolete inventory review process includes analysis of sales forecasts and historical sales as compared to inventory, and working with operations to maximize recovery of excess inventory. During the three months ended March 31, 2019 and 2018, the Company charged $520 and $1,482, respectively, to cost of goods sold within the consolidated statements of operations. As of March 31, 2019 and December 31, 2018, the Company recorded a reserve for excess and obsolete inventory of $2,836 and $2,951, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment consisted of the following: March 31, 2019 December 31, 2018 Leasehold improvements $ 34,383 $ 34,345 Furniture, computers and equipment 45,169 44,752 79,552 79,097 Accumulated depreciation and amortization (63,337 ) (62,435 ) Construction in progress 23,239 22,961 $ 39,454 $ 39,623 Depreciation expense was $902 and $872 for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019 and December 31, 2018, the Company had $21,689 of buildings under capital leases recorded within leasehold improvements. As of March 31, 2019 and December 31, 2018, the Company had $12,878 and $12,579 recorded within accumulated depreciation and amortization related to buildings under capital leases, respectively. Construction in progress primarily represents ongoing construction work on the 275 Dan Road SPE, LLC property. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets In March 2017, the Company purchased Nutech Medical, Inc. (“NuTech Medical”) pursuant to an Agreement of Plan of Merger (“NuTech Merger Agreement”) dated March 18, 2017. As a result of this transaction, NuTech Medical merged with and into Prime Merger Sub, LLC, with Prime Merger Sub, LLC surviving the merger as a wholly-owned subsidiary of the Company. The Company recorded $19,446 of goodwill associated with the acquisition of NuTech Medical. Goodwill was $25,539 as of March 31, 2019 and December 31, 2018. There were no impairments recorded against goodwill during the three months ended March 31, 2019 and year ended December 31, 2018. Identifiable intangible assets consisted of the following as of March 31, 2019: Original Cost Accumulated Amortization Net Book Value Developed technology $ 29,820 $ (9,145 ) $ 20,675 Trade names and trademarks 2,000 (472 ) 1,528 Independent sales agency network 4,500 (2,302 ) 2,198 Non-compete agreements 260 (69 ) 191 Total $ 36,580 $ (11,988 ) $ 24,592 Identifiable intangible assets consisted of the following as of December 31, 2018: Original Cost Accumulated Amortization Net Book Value Developed technology $ 29,820 $ (8,454 ) $ 21,366 Trade names and trademarks 2,000 (413 ) 1,587 Independent sales agency network 4,500 (1,569 ) 2,931 Non-compete agreements 260 (53 ) 207 Total $ 36,580 $ (10,489 ) $ 26,091 Amortization of intangible assets, calculated on a straight-line basis, was $1,498 and $917 for the three months ended March 31, 2019 and 2018, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2019 2018 Accrued personnel costs $ 15,472 $ 15,218 Other 4,923 5,170 $ 20,395 $ 20,388 |
Line of Credit and Notes Payabl
Line of Credit and Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Line of Credit Facility [Abstract] | |
Line of Credit and Notes Payable | 9. Line of Credit and Notes Payable Line of credit and notes payable consisted of the following: March 31, December 31, 2019 2018 Line of credit $ 30,984 $ 26,484 Term loan $ 40,000 $ — Less debt discount (365 ) — Less current maturities — — Term loan, net of debt discount $ 39,635 $ — Notes payable $ — $ 15,885 Less debt discount — (762 ) Less current maturities — (2,545 ) Notes payable, net of debt discount $ — $ 12,578 New Credit Agreement In March 2019, the Company and its subsidiaries, Organogenesis Inc. and Prime Merger Sub, LLC (collectively, and jointly and severally, “Borrower”), and Silicon Valley Bank (“SVB”), as Administrative Agent, Issuing Lender and Swingline Lender, and the several other lenders thereto (the “Lenders”) entered into a Credit Agreement (the “New Credit Agreement”) providing for a term loan (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Debt Facility”) in an aggregate principal amount of $100,000. The Term Loan Facility is structured in three tranches, as follows: (i) the first tranche of $40,000 was made available to Borrower and fully funded on March 14, 2019; (ii) the second tranche of $10,000 will be made available to Borrower until September 30, 2019 upon: (a) the Lenders’ receipt of financial statements for the quarter ended June 30, 2019, (b) Borrower’s demonstrated compliance with the financial covenants in the New Credit Agreement and (c) Borrower’s achievement of trailing twelve month revenue of at least $221,250 and a trailing three month EBITDA (as defined in the New Credit Agreement) loss not in excess of $5,000; and (iii) the third tranche of $10,000 will be made available to Borrower until March 31, 2020 upon the Lenders’ confirmation of Borrower’s compliance with the financial covenants in the Credit Agreement through December 31, 2019; provided, however, that if Borrower does not achieve the milestones required for the second tranche, the amount that may become available under the third tranche will be increased from $10,000 to $20,000. The interest rate for term loan advances made under the Term Loan Facility is a per annum interest rate equal to 3.75% above the Wall Street Journal Prime Rate. The New Credit Agreement requires Borrower to make monthly interest-only payments on outstanding balances under the Term Loan Facility through March 14, 2021. Thereafter, each term loan advance will be repaid in thirty-six equal monthly installments of principal, plus accrued interest, with the Term Loan Facility maturing on March 14, 2024 (the “Term Loan Maturity Date”). Borrower’s final payment on the Term Loan Facility, due on the Term Loan Maturity Date, will include all outstanding principal and accrued and unpaid interest under the Term Loan Facility, plus a final payment (the “Final Payment”) equal to the original aggregate principal amount of the Term Loan Facility multiplied by 6.25%. Borrower may prepay the Term Loan Facility, subject to paying the Prepayment Premium (described below) and the Final Payment. The Prepayment Premium is equal to 3.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs on or prior to the one year anniversary of the closing, 2.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after such one year anniversary and prior to the second anniversary of the closing, and 1.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after the two year anniversary but prior to the three year anniversary of the closing, and 0% thereafter. Once repaid, amounts borrowed under the Term Loan Facility may not be re-borrowed. The Revolving Facility is equal to the lesser of $40,000 The interest rate for advances under the Revolving Facility is a floating per annum interest rate equal to the Wall Street Journal Prime Rate. In the event that the aggregate amount of interest earned by the Lenders from the Revolving Facility in any given month is less than the interest that would have been earned if Borrower had average outstanding advances in an amount equal to 25% of the then-available Revolving Commitments (as defined in the New Credit Agreement) then Borrower must pay the Agent Minimum Interest (as defined in the New Credit Agreement) in an amount equal to interest that would have accrued if average outstanding advances under the Revolving Facility had been 25% of the then-available Revolving Commitments less any interest actually earned by the Lenders. Borrower is also required to pay an unused line fee equal to 0.25% per annum, calculated based on the difference of $40,000 minus the greater of (i) the average balance outstanding under the Revolving Facility for such period and (ii) 25% of the then-available Revolving Commitments. The maturity date for advances made under the Revolving Facility is March 14, 2024. Borrower may elect to reduce or terminate the Revolving Facility in its entirety at any time by repaying all outstanding principal, unpaid accrued interest and a reduction or termination fee equal to 4.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs on or prior to the one year anniversary of the closing, 3.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs after such one year anniversary and prior to the second anniversary of the closing, and 2.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs after the two year anniversary but prior to the three year anniversary of the closing, and $0 thereafter. Under the New Credit Agreement, Borrower is required to achieve Minimum Trailing Twelve Month Consolidated Revenue (as defined in the New Credit Agreement), tested quarterly, at the following levels: $200,000 for the trailing twelve months ending March 31, 2019; $213,500 for the trailing twelve months ending June 30, 2019; $221,250 for the trailing twelve months ending September 30, 2019; and $231,500 for the trailing twelve months ending December 31, 2019, with minimum revenue covenant levels for 2020 to be agreed between the Lenders and the Borrower no later than February 15, 2020. In addition, Borrower is required to maintain Minimum Liquidity (as defined in the New Credit Agreement) equal to the greater of (i) 6 months Monthly Burn (as defined in the New Credit Agreement) and (ii) $10,000. Finally, on or prior to December 31, 2019, Borrower is obligated to enter into amended lease agreements with the owners of its facilities on Dan Road in Canton, Massachusetts providing for a lease term ending on a date that is later than March 14, 2024 and including arm’s length terms with respect to assignability, bankruptcy, early termination and other provisions as the Lenders deem reasonably necessary. As of March 31, 2019, the Company has drawn down the first tranche of $40,000 from the Term Loan Facility $30,984 the Revolving Facility . The Company incurred costs of $554 in connection with the Term Loan Facility, of which $370 is recorded as a reduction of the carrying value of the term loan on the Company’s consolidated balance sheet and will be amortized to interest expense through the Term Loan Maturity Date and $185 related to the second and third tranche is recorded in other assets until the respective funding occurs. Interest expense recognized in the three months ended March 31, 2019 under the Term Loan Facility is $223. In connection with the Revolving Facility, the Company incurred costs of $370, which are recorded as other assets and amortized to interest expense through March 14, 2024. I $80. Accrued interest on the Term Loan Facility and Revolving Facility totaled $292 as of March 31, 2019. As of March 31, 2019, the unamortized portion of the costs for the Term Loan Facility and the Revolving Facility were $365 and $627, respectively. Future payments of Term Loan Facility, as of March 31, 2019, are as follows 2019 $ — 2020 — 2021 12,222 2022 13,333 2023 13,333 2024 1,112 Total $ 40,000 Credit Agreement On March 21, 2017, the Company entered into a credit agreement (the “Credit Agreement”) with SVB whereby SVB agreed to extend to the Company a revolving credit facility in an aggregate amount not to exceed $30,000 with a letter of credit sub-facility and a swing line sub-facility as a sublimit of the revolving loan facility. The amount available to borrow under both sub-facilities was dependent on a borrowing base, which was defined as a percentage of the Company’s book value of qualifying finished goods and eligible accounts receivable. The Credit Agreement required that a portion of the proceeds be used to pay in full, all amounts then outstanding under an existing line of credit agreement. As of December 31, 2018, the Company had borrowed an aggregate of $26,484 under the revolving credit facility and the total amount available for future revolving borrowings was $3,516. In April 2018, the Company further amended its Credit Agreement in order to receive additional funding of $5,000 through a term loan. The amendment increased the commitment under the Credit Agreement to an aggregate amount not to exceed $35,000, consisting of a term loan not to exceed $5,000 and a revolving loan not to exceed $30,000. In December 2018, the Company fully repaid and cancelled the term loan including the outstanding principal and accrued and unpaid interest. On March 14, 2019, $26,541, representing all outstanding amounts relating to the revolving borrowing due under the Credit Agreement, including unpaid principal and accrued interest, was rolled into the New Credit Agreement. Interest expense associated with the Credit Agreement for the three months ended March 31, 2019 and March 31, 2018 is $398 and $374, respectively, which includes interest expense related to the amortization of deferred financing costs of $56 and $54 for the three months ending March 31, 2019 and March 31, 2018, respectively. Master Lease Agreement On April 28, 2017, the Company entered into a master lease agreement with Eastward Fund Management LLC that allowed the Company to borrow up to $20,000 on or prior to June 30, 2018. Of the allowable amount, the Company borrowed a total of $16,000. If the Company elected to prepay the loan or terminated the loan early within the first 24 months, the Company was required to pay an additional 3% of the outstanding principal, and any accrued and unpaid interest and fees. This prepayment fee decreased to 2% after the first 24 months. A final payment fee of 6.5% multiplied by the principal amount of the borrowings under the ML Agreement was due upon the earlier to occur of the first day of the final payment term month or prepayment of all outstanding principal. In March 2019, upon entering into the New Credit Agreement, the Company paid an aggregate amount of $17,649 due under the ML Agreement, including unpaid principal, accrued interest, final payment, and early termination penalty, with proceeds from the New Credit Agreement and the ML Agreement was terminated. The interest expense associated with the ML Agreement for the three months ended March 31, 2019 and 2018 was $461 and $532, respectively, including interest expense related to the amortization of the debt discount of $69 and $73 during the three months ending March 31, 2019 and March 31, 2018, respectively. Upon termination of the ML Agreement, the Company recognized $1,862 as loss on the extinguishment of the loan. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Common Stock As of March 31, 2019, the authorized capital stock of the Company included 400,000,000 shares of common stock, $0.0001 par value, respectively. At March 31, 2019 and December 31, 2018, the Company has reserved the following shares of common stock for future issuance: March 31, 2019 December 31, 2018 Shares reserved for issuance under the Organogenesis Inc. 2003 Stock Incentive Plan (the “2003 Plan”) 6,584,397 6,590,725 Shares reserved for issuance under the Organogenesis Holdings Inc. 2018 Equity Incentive Plan (the “2018 Plan”) 9,108,996 9,108,996 Shares reserved for issuance under the warrants 17,678,074 17,732,700 Total shares of authorized common stock reserved for future issuance 33,371,464 33,432,421 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2018 Stock Incentive Plan On November 28, 2018, the board of directors of the Company adopted, and on December 10, 2018 the Company’s stockholders approved, the 2018 Plan. The purposes of the 2018 Plan are to (i) provide long-term incentives and rewards to those employees, officers, directors and other key persons (including consultants) of the Company and its subsidiaries who are in a position to contribute to the long-term success and growth of the Company and its subsidiaries, (ii) to assist the Company and its subsidiaries in attracting and retaining persons with the requisite experience and ability, and (iii) to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders. The 2018 Plan authorizes the Company’s board of directors or a committee of not less than two independent directors (in either case, the “Administrator”) to grant the following types of awards: non-statutory stock options; incentive stock options; restricted stock awards; restricted stock units; stock appreciation rights; unrestricted stock awards; performance share awards; and dividend equivalent rights. The 2018 Plan is administered by the Company’s board of directors. Stock options awarded under the 2018 Plan expire 10 years after the grant date. Stock options granted to employees of the Company typically vest over four or five years. As of March 31, 2019, a total of 9,198,996 shares of Class A common stock have been authorized to be issued under the 2018 Plan (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). As of March 31, 2019, options to purchase 90,000 shares of Class A common stock were outstanding under the 2018 Plan. No other awards have been issued under the 2018 Plan. In respect of any shares of Class A common stock under any award under the 2018 Plan which shares are forfeited, canceled, satisfied without the issuance of shares of Class A common stock, otherwise terminated, or, for shares of Class A common stock issued pursuant to any unvested full value award, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise) (“Unissued Shares”), such Unissued Shares shall be added back to the pool of authorized shares under the 2018 Plan except that upon the exercise of any award to the extent that the Award is exercised through tendering (or attesting to) previously owned shares or through withholding shares that would otherwise be awarded and to the extent shares are withheld for tax withholding purposes, the pool of authorized shares shall be reduced by the gross number of shares of Class A common stock being exercised without giving effect to the number of shares tendered or withheld. Subject to the requirements of law or any stock exchange or similar rules which would require a vote of the Company’s stockholders, the Administrator may, at any time, amend or discontinue the 2018 Plan and the Administrator may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding award without the holder’s consent. The Company recorded stock-based compensation expense for options granted of $22 within selling, general and administration expense in the consolidated statement of operations during the three months ended March 31, 2019. 2003 Stock Incentive Plan The 2003 Plan, provides for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Incentive stock options may be granted only to the Company’s employees. Restricted stock awards and non-statutory stock options may be granted to employees, members of the board of directors, outside advisors and consultants of the Company. As of the closing of the Avista Merger on December 10, 2018, a total of 7,176,715 shares of Class A common stock were issuable upon exercise of outstanding options under the 2003 Plan. Effective as of the closing of the Avista Merger on December 10, 2018, no additional awards may be made under the 2003 Plan and as a result (i) any shares in respect of stock options that are expired or terminated under the 2003 Plan without having been fully exercised will not be available for future awards; (ii) any shares in respect of restricted stock that are forfeited to, or otherwise repurchased by us, will not be available for future awards; and (iii) any shares of common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards. Following the closing of the Avista Merger, the 2003 Plan is administered by the Company’s board of directors. Stock options awarded under the 2003 Plan expire 10 years after the grant date. Stock options granted to employees of the Company typically vest over four or five years. The Company recorded stock-based compensation expense for options granted to employees of $202 and $317 within selling, general and administration expense in the consolidated statement of operations during the three months ended March 31, 2019 and March 31, 2018, respectively. Stock Option Valuation No stock options were granted during the three months ended March 31, 2019. The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees during the three months ended March 31, 2018 were as follows, presented on a weighted average basis: Risk-free interest rate 2.73 % Expected term (in years) 5.89 Expected volatility 42.0 % Expected dividend yield 0.0 % Exercise price $ 5.99 Fair value of common share $ 5.82 Stock Options The following table summarizes the Company’s stock option activity since December 31, 2018 (in thousands, except share and per share amounts): Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2018 7,266,715 $ 1.91 5.89 33,976 Granted — — Cancelled / forfeited (6,328 ) 2.93 Exercised — — Outstanding as of March 31, 2019 7,260,387 1.91 5.65 33,953 Options exercisable as of March 31, 2019 5,668,574 1.54 5.00 28,547 Options vested or expected to vest as of March 31, 2019 6,976,993 $ 1.83 5.53 33,178 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A common stock. The weighted average grant-date fair value per share of stock options granted during the period ended December 31, 2018 was $2.39. The total fair value of options vested during the period ended March 31, 2019 and year ended December 31, 2018 was $266 and $963, respectively. As of March 31, 2019, the total unrecognized stock compensation expense was $1,571 and is expected to be recognized over a weighted-average period of 2.62 years. At March 31, 2019, there was one partial recourse note outstanding totaling $635, which was secured with the 675,990 shares and options held by the former executive (see Note 14). As a result of the loan still outstanding, the 675,990 options securing the loan are included within the options outstanding and recorded at par value with an offset to additional paid in capital. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss per Share The Company’s potentially dilutive securities, which include stock options and warrants to purchase shares of Class A common stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential shares of Class A of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Organogenesis Holdings Inc. for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2019 2018 Options to purchase common stock 7,260,387 7,265,457 Redeemable common stock — 728,548 Warrants to purchase common stock 17,678,074 1,561,485 24,938,461 9,555,490 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 13. Commitments and Contingencies Capitalized Leases On January 1, 2013, the Company entered into capital lease arrangements with 65 Dan Road SPE, LLC, 275 Dan Road SPE, LLC for 275 Dan Road SPE, LLC are related parties as the owners of these entities are also stockholders of the Company. The lease payments are approximately $4,308 with future rent increases of 10% effective January 1, 2022. The Company records the capital lease asset within property and equipment and the liability is recorded within the capital lease obligations on the consolidated balance sheets. As of March 31, 2019 and December 31, 2018, the Company owed an aggregate of $10,336 and $10,293, respectively, of accrued but unpaid lease obligations. These accrued but unpaid lease obligations are subordinated to the New Credit Agreement. The principal portion of rent in arrears on the capital leases totaled $5,579 and $5,265 as of March 31, 2019 and December 31, 2018, respectively and is included in the long-term portion of capital lease obligations. The interest portion of rent in arrears totaled $3,984 and $4,174 as of March 31, 2019 and December 31, 2018, respectively and is included in other liabilities on the consolidated balance sheets. In addition to rent, the Company is responsible for payment of all operating costs and common area maintenance under the aforementioned leases. 2019 (remaining nine months) $ 3,231 2020 4,308 2021 4,308 2022 4,738 Thereafter 9,563 26,148 Less amount representing interest (8,702 ) Present value of minimum lease payments 17,446 Less current maturities (2,337 ) Long-term portion $ 15,109 Operating Lease During November 2011, the Company entered into vehicle lease and fleet services agreements for the lease of vehicles and service on these vehicles for certain employees. The minimum lease term for each newly leased vehicle is one year with three consecutive one-year renewal terms. Lease expense associated with the lease of the vehicles for the three months ended March 31, 2019 and 2018 was $881 and $660, respectively. During March 2014, in conjunction with the acquisition of Dermagraft from Shire plc, the Company entered into a rental sublease agreement for certain operating and office space in California. The original sublease agreements called for escalating monthly rental payments and was set to expire on January 2017. These sublease agreements were renegotiated in 2016 and subsequently extended through 2021. Rent expense is being recorded on a straight-line basis over the term of the lease. Rent expense associated with this lease agreement for the three months ended March 31, 2019 and 2018 was $389. On March 13, 2019, the Company entered into an agreement to lease approximately 43,850 square feet of office and laboratory space in Norwood, Massachusetts. Pursuant to the lease agreement, the lease commenced on March 13, 2019. The rent commencement date will be February 1, 2020. The initial lease term is ten years from the rent commencement date and includes an early option for an early extension term of five years which is exercisable during the first two years after the rent commencement date. In addition to the early extension term, the lease provides the Company with an option to extend the lease term for a period of ten years, in addition to the five-year early extension term, if exercised, at rental rates equal to the then fair market value. Annual lease payments during the first year are $1,052 with increases of $44 each year during the initial lease term with increase of $44 during the first year of the early extension term and $33 during years two through five of the early extension term. Upon execution of the agreement, the Company delivered a security deposit in the form of a letter of credit of $526 to the landlord. Following 36 months from the rent commencement date the security deposit may be reduced by $263. Rent expense is recognized on a straight-line basis over the term of the lease. Rent expense associated with this lease totaled $52 for the three months ended March 31, 2019. As of March 31, 2019, deferred rent totaled $52. Future minimum lease payments due under noncancelable operating lease agreements as of March 31, 2019 are as follows: 2019 (remaining nine months) $ 3,026 2020 4,959 2021 4,386 2022 1,774 2023 1,180 Thereafter 8,123 $ 23,448 Royalty Commitments The Company entered into a license agreement with a university for certain patent rights related to the development, use and production of one of its advanced wound care products. Under this agreement, the Company incurred a royalty based on a percentage of net product sales, for the use of these patents until the patents expired, which was in November 2006. Accrued royalties totaled $1,187 as of March 31, 2019 and December 31, 2018, and are classified as part of accrued expenses on the Company’s consolidated balance sheets. There was no royalty expense incurred during the three months ended March 31, 2019 or 2018 related to this agreement. In October 2017, the Company entered into a license agreement to resolve a patent infringement claim by a third party. Under the license agreement, the Company is required to pay royalties based on a percentage of net sales of the licensed product that occur, after December 31, 2016, through the expiration date of the underlying patent, subject to minimum royalty payment provisions. The Company recorded royalty expense of $788 and $388 during the three months ended March 31, 2019 and 2018, respectively, within selling, general and administrative expenses on the consolidated statement of operations. The Company is required to make one final payment of $150 in April 2019, related to maintenance of the underlying patent. Legal Proceedings In conducting its activities, the Company, from time to time, is subject to various claims and also has claims against others. In management’s opinion, the ultimate resolution of such claims would not have a material effect on the financial position of the Company. The Company accrues for these claims when amounts due are probable and estimable. The Company accrued $1,000 as of March 31, 2019 and December 31, 2018 in relation to certain pending lawsuits. The purchase price for NuTech Medical included $7,500 of future payments issued as deferred acquisition consideration. As of March 31, 2019, the Company has paid $2,500 in deferred acquisition consideration. The amount, if any, of the remaining $5,000 of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical is currently in dispute. As of March 31, 2019, the Company recorded $692 of accrued interest related to the deferred acquisition consideration which is recorded in accrued expenses and other current liabilities. The Company has asserted certain claims for indemnification that would offset in whole or in part its payment obligation and the sellers of NuTech Medical have filed a lawsuit alleging breach of contract and seeking specific performance of the alleged payment obligation and attorneys’ fees. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Capital lease obligations to affiliates are further described in Notes 13. During 2010, the Company’s board of directors approved a loan program that permitted the Company to make loans to three executives of the Company (the “Employer Loans”) to (i) provide them with liquidity (“Liquidity Loans”) and (ii) fund the exercise of vested stock options (“Option Loans”). The Employer Loans mature with all principal and accrued interest due on the tenth anniversary of the issuance date of each subject loan, except that in certain circumstances the Employer Loans may mature earlier. The borrower may prepay all or any portion of his Employer Loan at any time without premium or penalty. Interest on the Employer Loans accrues at various rates ranging from 2.30%—3.86% per annum, compounded annually. The Employer Loans are secured by stock and options in the Company held by the borrowers. The Company has no personal recourse against the borrowers beyond the pledged shares and options. he net principal and interest receivable under the Employer Loans as of March 31, 2019 and December 31, 2018 was $496 and $477, respectively, and is included in the notes receivable from related parties balance in the consolidated balance sheets. Interest income related to these notes was $19 for three months ended March 31, 2019 and 2018. In connection with the acquisition of NuTech Medical, the Company entered into an operating lease with Oxmoor Holdings, LLC, an entity that is affiliated with the sole shareholder of NuTech Medical, related to the facility at NuTech Medical’s headquarters in Birmingham, Alabama. Under the lease, the Company is required to make monthly rent payments of approximately $21 t hrough December 31, 2020. The rent expense for three months ended March 31, 2019 and 2018 was $62 and $60 respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has evaluated subsequent events through May 10, 2019, the date on which these consolidated financial statements were issued. There were no subsequent events that need disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report other than as noted below. |
Revenue from Contract with Customer | Revenue from Contracts with Customers Revenue Recognition Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of March 31, 2019. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. As of the adoption date of ASC 606, all of the Company’s contracts with customers contained a single performance obligation. Disaggregation of Revenue The following table sets forth revenue by product category: Three Months Ended March 31, 2019 2018 Advanced Wound Care $ 47,844 $ 29,223 Surgical & Sports Medicine 9,279 6,306 Total revenue $ 57,123 $ 35,529 For the three months ended March 31, 2019 and March 31, 2018, net PuraPly revenue totaled $25,447 and $10,644, respectively. For the three months ended March 31, 2019 and March 31, 2018 revenue generated outside the US represented 1% of total revenue. Product Revenue The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. In the Advanced Wound Care market, the Company focuses on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. In the Surgical & Sports Medicine market, the Company focuses on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis. Product revenue is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment, upon procedure date, or upon delivery based on the terms of a contract. Reserves for Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts or rebates that are offered within contracts between the Company and its customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company generally offers customers a limited right of return for product due to over shipment or non-conforming shipment, or if the product was defective. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return reserves using its own historical sales information and if it becomes aware of other factors that it believes could significantly impact its expected returns, including product recalls, pricing changes, or change in reimbursement rates. These factors include its estimate of actual and historical return rates for non-conforming product and open return requests. The Company does not record an asset for returned product as it is discarded upon receipt. Rebates and Allowances The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized, resulting in a reduction to revenue and the establishment of a liability which is included in accrued expenses in the accompanying consolidated balance sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes. The Company estimates the amount of rebates and allowances that are explicitly stated in the Company’s contracts and based on an estimate of the third party’s buying patterns and the resulting applicable contractual rebate to be earned over a contractual period. Costs to Obtain or Fulfill a Customer Contract Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Adoption of ASC Topic 606, Revenue from Contracts with Customers The Company adopted ASC 606 on January 1, 2019, using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for fiscal year 2019 reflect the application of ASC 606 guidance while the reported results for fiscal year 2018 were prepared under the guidance of ASC 605, Revenue Recognition (ASC 605). The adoption of ASC 606 will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. Historically, for certain customers, products were shipped in advance of the receipt of the purchase order and the Company recognized revenue on these products only upon receipt of a purchase order which is when the transaction price was deemed fixed and determinable. As control of these products has transferred upon use of the product in a procedure, the recognition of revenue will be accelerated to the procedure date under ASC 606. The adoption of did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2019. |
Reclassification of Prior Period Balances | Reclassification of Prior Period Balances Reclassifications have been made to prior period amounts to conform to the current-year presentation of the reporting of deferred interest and principal on outstanding capital lease obligations and deferred tenant escalations as long-term liabilities on the consolidated balance sheets. The deferred interest and tenant escalation amounts were previously reported as accrued expenses on the consolidated balance sheets and the deferred principal on the capital lease obligations were recorded as part of the current portion of capital lease obligations on the consolidated balance sheet. These reclassifications have no effect on the reported net loss or net equity for the years ended March 31, 2019 and December 31, 2018. |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements – Issued But Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which applies to all leases and will require lessees to record most leases on the balance sheet but recognize expense in a manner similar to the current standard. In July 2018, the FASB issued ASU 2018-10,“Codification Improvements to Topic 842, Leases,” which provides narrow amendments to clarify how to apply certain aspects of ASU 2016-02, and ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides adopters an additional transition method by allowing entities to initially apply ASU 2016-02, and subsequent related standards, at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 for public business entities and interim periods within those years and for all other entities for years beginning after December 15, 2019. The Company is a public entity but took advantage of the relief provided for emerging growth companies to allow them to follow the private company adoption timelines. Entities are required to use a modified retrospective approach of adoption for leases that exist or are entered into after the beginning of the transition date. Full retrospective application is prohibited. The Company is in the process of updating its systems, policies and internal controls over financial reporting in anticipation of adopting these standards on January 1, 2020. The Company is evaluating the potential impact that the adoption of ASU 2016-02 and the amendments will have on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in this ASU require certain existing disclosure requirements in Topic 820 to be modified or removed, and certain new disclosure requirements to be added to the Topic. In addition, this ASU allows entities to exercise more discretion when considering fair value measurement disclosures. ASU 2018-13 will be effective for the Company beginning January 1, 2020 with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2018-13 on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Product Category | The following table sets forth revenue by product category: Three Months Ended March 31, 2019 2018 Advanced Wound Care $ 47,844 $ 29,223 Surgical & Sports Medicine 9,279 6,306 Total revenue $ 57,123 $ 35,529 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values. There were no transfers between fair value measurement levels during the three months ended March 31, 2019: Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Total Liabilities: Redeemable common stock liability $ — $ — $ 6,762 $ 6,762 $ — $ — $ 6,762 $ 6,762 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable consisted of the following: March 31, 2019 December 31, 2018 Accounts receivable $ 35,801 $ 37,497 Less — allowance for sales returns and doubtful accounts (3,292 ) (3,420 ) $ 32,509 $ 34,077 |
Schedule of allowance for sales returns and doubtful accounts | The Company’s allowance for sales returns and doubtful accounts was comprised of the following: Balance as of December 31, 2017 $ 3,225 Additions 1,157 Write-offs (962 ) Balance as of December 31, 2018 3,420 Reductions (76 ) Write-offs (52 ) Balance as of March 31, 2019 $ 3,292 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of related reserves for excess and obsolescence, consisted of the following: March 31, 2019 December 31, 2018 Raw materials $ 6,865 $ 4,711 Work in process 1,440 1,759 Finished goods 9,667 6,851 $ 17,972 $ 13,321 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following: March 31, 2019 December 31, 2018 Leasehold improvements $ 34,383 $ 34,345 Furniture, computers and equipment 45,169 44,752 79,552 79,097 Accumulated depreciation and amortization (63,337 ) (62,435 ) Construction in progress 23,239 22,961 $ 39,454 $ 39,623 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets consisted of the following as of March 31, 2019: Original Cost Accumulated Amortization Net Book Value Developed technology $ 29,820 $ (9,145 ) $ 20,675 Trade names and trademarks 2,000 (472 ) 1,528 Independent sales agency network 4,500 (2,302 ) 2,198 Non-compete agreements 260 (69 ) 191 Total $ 36,580 $ (11,988 ) $ 24,592 Identifiable intangible assets consisted of the following as of December 31, 2018: Original Cost Accumulated Amortization Net Book Value Developed technology $ 29,820 $ (8,454 ) $ 21,366 Trade names and trademarks 2,000 (413 ) 1,587 Independent sales agency network 4,500 (1,569 ) 2,931 Non-compete agreements 260 (53 ) 207 Total $ 36,580 $ (10,489 ) $ 26,091 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2019 2018 Accrued personnel costs $ 15,472 $ 15,218 Other 4,923 5,170 $ 20,395 $ 20,388 |
Line of Credit and Notes Paya_2
Line of Credit and Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Line of Credit Facility [Abstract] | |
Schedule of line of credit facilities | Line of credit and notes payable consisted of the following: March 31, December 31, 2019 2018 Line of credit $ 30,984 $ 26,484 Term loan $ 40,000 $ — Less debt discount (365 ) — Less current maturities — — Term loan, net of debt discount $ 39,635 $ — Notes payable $ — $ 15,885 Less debt discount — (762 ) Less current maturities — (2,545 ) Notes payable, net of debt discount $ — $ 12,578 |
Schudle of future payments of term loan facility | Future payments of Term Loan Facility, as of March 31, 2019, are as follows 2019 $ — 2020 — 2021 12,222 2022 13,333 2023 13,333 2024 1,112 Total $ 40,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule Of Common Stock Shares Reserved For Future Issuance [Table Text Block] | At March 31, 2019 and December 31, 2018, the Company has reserved the following shares of common stock for future issuance: March 31, 2019 December 31, 2018 Shares reserved for issuance under the Organogenesis Inc. 2003 Stock Incentive Plan (the “2003 Plan”) 6,584,397 6,590,725 Shares reserved for issuance under the Organogenesis Holdings Inc. 2018 Equity Incentive Plan (the “2018 Plan”) 9,108,996 9,108,996 Shares reserved for issuance under the warrants 17,678,074 17,732,700 Total shares of authorized common stock reserved for future issuance 33,371,464 33,432,421 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value of Stock Options Granted to Employees and Directors | The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees during the three months ended March 31, 2018 were as follows, presented on a weighted average basis: Risk-free interest rate 2.73 % Expected term (in years) 5.89 Expected volatility 42.0 % Expected dividend yield 0.0 % Exercise price $ 5.99 Fair value of common share $ 5.82 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2018 (in thousands, except share and per share amounts): Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2018 7,266,715 $ 1.91 5.89 33,976 Granted — — Cancelled / forfeited (6,328 ) 2.93 Exercised — — Outstanding as of March 31, 2019 7,260,387 1.91 5.65 33,953 Options exercisable as of March 31, 2019 5,668,574 1.54 5.00 28,547 Options vested or expected to vest as of March 31, 2019 6,976,993 $ 1.83 5.53 33,178 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential shares of Class A of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Organogenesis Holdings Inc. for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2019 2018 Options to purchase common stock 7,260,387 7,265,457 Redeemable common stock — 728,548 Warrants to purchase common stock 17,678,074 1,561,485 24,938,461 9,555,490 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Lease Payments | 2019 (remaining nine months) $ 3,231 2020 4,308 2021 4,308 2022 4,738 Thereafter 9,563 26,148 Less amount representing interest (8,702 ) Present value of minimum lease payments 17,446 Less current maturities (2,337 ) Long-term portion $ 15,109 |
Schedule Of Operating Leased Assets | Future minimum lease payments due under noncancelable operating lease agreements as of March 31, 2019 are as follows: 2019 (remaining nine months) $ 3,026 2020 4,959 2021 4,386 2022 1,774 2023 1,180 Thereafter 8,123 $ 23,448 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Organization and Financing | |||
Net loss | $ (15,666) | $ (22,488) | |
Working capital | 32,755 | ||
Cash | 30,561 | $ 21,291 | |
Accumulated deficit | $ (145,574) | $ (130,240) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenue | $ 57,123 | $ 35,529 |
Advanced Wound Care | ||
Total revenue | 47,844 | 29,223 |
Surgical & Sports Medicine | ||
Total revenue | $ 9,279 | $ 6,306 |
Significant Accounting Policies
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Significant Accounting Policies [Line Items] | ||
Revenue | $ 57,123 | $ 35,529 |
Sales Revenue | ||
Significant Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 1.00% | |
PuraPly | ||
Significant Accounting Policies [Line Items] | ||
Revenue | $ 25,447 | $ 10,644 |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Instruments - Financial Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Measurements, Recurring $ in Thousands | Dec. 31, 2018USD ($) |
Liabilities: | |
Redeemable common stock liability | $ 6,762 |
Redeemable common stock liability | |
Liabilities: | |
Redeemable common stock liability | 6,762 |
Fair Value, Inputs, Level 3 | |
Liabilities: | |
Redeemable common stock liability | 6,762 |
Fair Value, Inputs, Level 3 | Redeemable common stock liability | |
Liabilities: | |
Redeemable common stock liability | $ 6,762 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 24, 2017 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 24, 2019 | |
Treasury stock | 728,548 | |||
NuTech Medical | ||||
Temporary Equity, Redemption Price Per Share | $ 9.28 | |||
Accretion Expense | $ 0 | |||
Common Class A | ||||
Redeemable common stock, Carrying amount | $ 6,762 | |||
Common Class A | NuTech Medical | ||||
Company issued acquisition of shares | 728,548 | |||
Business Acquisition, Share Price | $ 8.69 |
Accounts receivable, net (Detai
Accounts receivable, net (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivable | $ 35,801 | $ 37,497 |
Less — allowance for sales returns and doubtful accounts | (3,292) | (3,420) |
Accounts receivable | $ 32,509 | $ 34,077 |
Accounts receivable, net - Sale
Accounts receivable, net - Sales Returns and Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Balance | $ 3,420 | $ 3,225 | $ 3,225 |
Additions (Reductions) | (76) | $ (208) | 1,157 |
Write-offs | (52) | (962) | |
Balance | $ 3,292 | $ 3,420 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Raw materials | $ 6,865 | $ 4,711 |
Work in process | 1,440 | 1,759 |
Finished goods | 9,667 | 6,851 |
Inventory | $ 17,972 | $ 13,321 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Inventory reserve charged to cost of goods sold | $ 520 | $ 1,482 | |
Reserve for excess and obsolete inventory | $ 2,836 | $ 2,951 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment, Gross | $ 79,552 | $ 79,097 |
Accumulated depreciation and amortization | (63,337) | (62,435) |
Property, Plant and Equipment, Net | 39,454 | 39,623 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | 34,383 | 34,345 |
Furniture, computers and equipment | ||
Property, Plant and Equipment, Gross | 45,169 | 44,752 |
Construction in progress | ||
Property, Plant and Equipment, Net | $ 23,239 | $ 22,961 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Depreciation expense | $ 902 | $ 872 | |
Leasehold improvements | |||
Capital leases recorded within leasehold improvements | 21,689 | $ 21,689 | |
Capital leases recorded | $ 12,878 | $ 12,579 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Identifiable intangible assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Original Cost | $ 36,580 | $ 36,580 |
Accumulated Amortization | (11,988) | (10,489) |
Net Book Value | 24,592 | 26,091 |
Developed technology | ||
Original Cost | 29,820 | 29,820 |
Accumulated Amortization | (9,145) | (8,454) |
Net Book Value | 20,675 | 21,366 |
Trade names and trademarks | ||
Original Cost | 2,000 | 2,000 |
Accumulated Amortization | (472) | (413) |
Net Book Value | 1,528 | 1,587 |
Independent sales agency network | ||
Original Cost | 4,500 | 4,500 |
Accumulated Amortization | (2,302) | (1,569) |
Net Book Value | 2,198 | 2,931 |
Non-compete agreements | ||
Original Cost | 260 | 260 |
Accumulated Amortization | (69) | (53) |
Net Book Value | $ 191 | $ 207 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 24, 2017 | |
Goodwill | $ 25,539 | $ 25,539 | ||
Amortization of Intangible Assets | $ 1,498 | $ 917 | ||
NuTech Medical | ||||
Goodwill | $ 19,446 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued personnel costs | $ 15,472 | $ 15,218 |
Other | 4,923 | 5,170 |
Total Accrued Expenses and Other Current Liabilities | $ 20,395 | $ 20,388 |
Line of Credit and Notes Paya_3
Line of Credit and Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Line of credit | $ 30,984 | $ 26,484 |
Term loan | 40,000 | |
Less debt discount | (365) | |
Term loan, net of debt discount | $ 39,635 | |
Notes payable | 15,885 | |
Less debt discount | (762) | |
Less current maturities | (2,545) | |
Notes payable, net of debt discount | $ 12,578 |
Line of Credit and Notes Paya_4
Line of Credit and Notes Payable - Future payments of term loan (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
2019 | $ 0 |
2020 | 0 |
2021 | 12,222 |
2022 | 13,333 |
2023 | 13,333 |
2024 | 1,112 |
Total | $ 40,000 |
Line of Credit and Notes Paya_5
Line of Credit and Notes Payable - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 15, 2019 | Mar. 14, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Apr. 28, 2018 | May 01, 2017 | Mar. 21, 2017 |
Letter of credit sub facility | $ 30,984 | $ 30,984 | $ 26,484 | ||||||||||
Additional fund | $ 5,000 | ||||||||||||
Interest Expense under the credit agreement | 1,797 | $ 2,429 | |||||||||||
Unamortized debt discount | $ 365 | 365 | |||||||||||
Revenues | 57,123 | 35,529 | |||||||||||
Covenant terms | Borrower’s achievement of trailing twelve month revenue of at least $221,250 and a trailing three month EBITDA (as defined in the New Credit Agreement) loss not in excess of $5,000; | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | interest rate equal to 3.75% above the Wall Street Journal Prime Rate | ||||||||||||
Additional payment in aggregate of the principal amount percentage | 6.25% | ||||||||||||
Advance outstanding amount revolving facility | 25.00% | ||||||||||||
Unused Line Fee | 0.25% | ||||||||||||
Debt Instrument, Covenant Description | maintain Minimum Liquidity (as defined in the New Credit Agreement) equal to the greater of (i) 6 months Monthly Burn (as defined in the New Credit Agreement) and (ii) $10,000. | ||||||||||||
Loss on the extinguishment of loan | $ (1,862) | ||||||||||||
Repaid Before One year | |||||||||||||
Termination fee percentage | 4.00% | ||||||||||||
Prepayment premium percentage | 3.00% | 3.00% | |||||||||||
Repaid After One year Before Two Years | |||||||||||||
Termination fee percentage | 3.00% | ||||||||||||
Prepayment premium percentage | 2.00% | 2.00% | |||||||||||
Repaid After Two years | |||||||||||||
Termination fee percentage | 2.00% | ||||||||||||
Prepayment premium percentage | 1.00% | 1.00% | |||||||||||
Repaid After Two year Before Three Years [Member] | |||||||||||||
Termination fee amount | $ 0 | ||||||||||||
Prepayment premium percentage | 0.00% | 0.00% | |||||||||||
Tranche One [Member] | |||||||||||||
Proceeds from Issuance of Debt | $ 40,000 | ||||||||||||
Minimum Trailing Twelve Month Achievement [Member] | Subsequent Event [Member] | |||||||||||||
Revenues | $ 231,500 | $ 221,250 | $ 213,500 | ||||||||||
ML Agreement | |||||||||||||
Interest Expense under the credit agreement | 461 | 532 | |||||||||||
Amortization of the debt discount | 69 | 73 | |||||||||||
Loss on the extinguishment of loan | 1,862 | ||||||||||||
Credit Agreement | |||||||||||||
Letter of credit sub facility | $ 26,541 | ||||||||||||
Interest Expense under the credit agreement | 398 | 374 | |||||||||||
deferred financing | $ 56 | 56 | $ 54 | ||||||||||
New Credit Agreement [Member] | |||||||||||||
EBITDA income (loss) | 5,000 | ||||||||||||
New Credit Agreement [Member] | Minimum Trailing Twelve Month Achievement [Member] | |||||||||||||
Revenues | 200,000 | 221,250 | |||||||||||
Term Loan | |||||||||||||
Aggregate amounts of term loan | 35,000 | ||||||||||||
Interest Expense under the credit agreement | 223 | ||||||||||||
Unamortized debt discount | 365 | 365 | |||||||||||
Accrued Interest Due | $ 5,000 | ||||||||||||
Debt Issuance Costs, Net | 554 | 554 | |||||||||||
Accumulated Amortization, Debt Issuance Costs, Noncurrent | 370 | 370 | |||||||||||
Term Loan | Tranche Two [Member] | |||||||||||||
Accumulated Amortization, Debt Issuance Costs, Noncurrent | 185 | 185 | |||||||||||
Revolving Credit Facility | |||||||||||||
Letter of credit sub facility | 40,000 | 40,000 | |||||||||||
Interest Expense under the credit agreement | 80 | ||||||||||||
Accrued interest | 292 | 292 | |||||||||||
Unamortized debt discount | 627 | 627 | |||||||||||
Debt Issuance Costs, Net | 370 | 370 | |||||||||||
Revolving Credit Facility | SVB | |||||||||||||
Letter of credit sub facility | $ 30,000 | ||||||||||||
Aggregate under revolving credit facility | $ 26,484 | ||||||||||||
Future revolving borrowings | $ 3,516 | ||||||||||||
Aggregate amounts of term loan | $ 30,000 | ||||||||||||
Loan Agreement | |||||||||||||
Aggregate amounts of term loan | 100,000 | $ 100,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||||||||||
Loan Agreement | Maximum [Member] | |||||||||||||
Increase or decrease in tranche | $ 20,000 | ||||||||||||
Loan Agreement | Minimum [Member] | |||||||||||||
Increase or decrease in tranche | 10,000 | ||||||||||||
Loan Agreement | Tranche One [Member] | |||||||||||||
Aggregate amounts of term loan | $ 40,000 | ||||||||||||
Expiration Date | Sep. 30, 2019 | ||||||||||||
Loan Agreement | Tranche Two [Member] | |||||||||||||
Aggregate amounts of term loan | $ 10,000 | ||||||||||||
Expiration Date | Mar. 31, 2020 | ||||||||||||
Loan Agreement | Tranche Three [Member] | |||||||||||||
Aggregate amounts of term loan | $ 10,000 | ||||||||||||
Term Loan Facility [Member] | |||||||||||||
Letter of credit sub facility | 30,984 | 30,984 | |||||||||||
Future revolving borrowings | $ 2,614 | $ 2,614 | |||||||||||
Eastward fund LLC | |||||||||||||
Letter of credit sub facility | $ 16,000 | ||||||||||||
Aggregate amounts of term loan | $ 20,000 | ||||||||||||
Additional percentage of outstanding principal | 3.00% | ||||||||||||
Prepayment fees | 2.00% | ||||||||||||
Percentage of final payment fee | 6.50% |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common Stock, Capital Shares Reserved for Future Issuance | 33,371,464 | 33,432,421 |
Warrant [Member] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 17,678,074 | 17,732,700 |
2003 Stock Incentive Plan | ||
Common Stock, Capital Shares Reserved for Future Issuance | 6,584,397 | 6,590,725 |
2018 Equity Incentive Plan | ||
Common Stock, Capital Shares Reserved for Future Issuance | 9,108,996 | 9,108,996 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Common stock options outstanding | 7,260,387 | 7,266,715 | |
Weighted average grant-date fair value | $ 2.39 | ||
Fair value of option vested | $ 266 | $ 963 | |
Unrecognized stock compensation expense | $ 1,571 | ||
Share-based compensation expected to be recognized over a weighted-average period | 2 years 7 months 13 days | ||
Secured Debt | $ 635 | ||
Number of Shares Issues as Collateral for Secured Debt | 675,990 | ||
2018 Stock Incentive Plan | |||
Stock option expiration period | 10 years | ||
2018 Stock Incentive Plan | Minimum | |||
Stock option granted vesting period | 4 years | ||
2018 Stock Incentive Plan | Maximum | |||
Stock option granted vesting period | 5 years | ||
2018 Stock Incentive Plan | Selling, General and Administrative Expenses | |||
Share-based compensation expense | $ 22 | ||
2003 Stock Incentive Plan | |||
Stock option expiration period | 10 years | ||
2003 Stock Incentive Plan | Selling, General and Administrative Expenses | |||
Share-based compensation expense | $ 202 | $ 317 | |
Common Class A | Executive Officer | |||
Exercise of stock options | 7,176,715 | ||
Common Class A | 2018 Stock Incentive Plan | |||
Common stock options authorized | 9,198,996 | ||
Common stock options outstanding | 90,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options Granted to Employees and Directors (Detail) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Risk-free interest rate | 2.73% |
Expected term (in years) | 5 years 10 months 20 days |
Expected volatility | 42.00% |
Expected dividend yield | 0.00% |
Exercise price | $ 5.99 |
Fair value of common share | $ 5.82 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Outstanding | 7,266,715 | |
Number of Shares Cancelled / forfeited | (6,328) | |
Number of Shares Outstanding | 7,260,387 | 7,266,715 |
Number of Shares Options Exercisable | 5,668,574 | |
Number of Shares Options vested or expected to vest | 6,976,993 | |
Weighted Average Exercise Price Outstanding | $ 1.91 | |
Weighted Average Exercise Price Cancelled / forfeited | 2.93 | |
Weighted Average Exercise Price Outstanding | 1.91 | $ 1.91 |
Weighted Average Exercise Price Options Exercisable | 1.54 | |
Weighted Average Exercise Price Options Vested or Expected to Vest | $ 1.83 | |
Weighted Average Remaining Contractual Term (in years) Outstanding | 5 years 7 months 24 days | 5 years 10 months 20 days |
Weighted Average Remaining Contractual Term (in years) Options Exercisable | 5 years | |
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest | 5 years 6 months 10 days | |
Aggregate Intrinsic Value Outstanding | $ 33,953 | $ 33,976 |
Aggregate Intrinsic Value Options Exercisable | 28,547 | |
Aggregate Intrinsic Value Options Vested or Expected to Vest | $ 33,178 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,938,461 | 9,555,490 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,260,387 | 7,265,457 |
Redeemable Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 728,548 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,678,074 | 1,561,485 |
Commitments and Contingencies_2
Commitments and Contingencies (Schedule of leases payments) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
2019 | $ 3,231 | |
2020 | 4,308 | |
2021 | 4,308 | |
2022 | 4,738 | |
Thereafter | 9,563 | |
Total | 26,148 | |
Less amount representing interest | (8,702) | |
Present value of minimum lease payments | 17,446 | |
Less current maturities | (2,337) | $ (2,236) |
Long-term portion | $ 15,109 | $ 15,418 |
Commitments and Contingencies_3
Commitments and Contingencies (Schedule Of Operating Leased Assets) (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
2019 | $ 3,026 |
2020 | 4,959 |
2021 | 4,386 |
2022 | 1,774 |
2023 | 1,180 |
Thereafter | 8,123 |
Total | $ 23,448 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2019USD ($) | Jan. 31, 2019USD ($) | Mar. 31, 2019USD ($)ft² | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Accrued Legal Expenses | $ 1,000 | ||||
Operating Leases, Rent Expense | 62 | $ 60 | |||
Operating Lease, Expense | 881 | 660 | |||
Business Combination Contingent Consideration Liability Accrued Interest | 692 | ||||
Capital lease rental arrears | $ 5,579 | $ 5,265 | |||
Land Subject to Ground Leases | ft² | 43,850 | ||||
Annual lease payments during the first year | $ 3,231 | ||||
Annual lease payments ten year lease term | 44 | ||||
Annual lease payments five year lease term | 33 | ||||
Security Deposit | 526 | ||||
Increase (Decrease) in Security Deposits | 263 | ||||
Capital Lease Obligations, Current | 2,337 | 2,236 | |||
Other Liabilities | 773 | 854 | |||
Operating Leases, Rent Expense, Net | 52 | ||||
Deferred Rent Credit | 52 | ||||
Selling, General and Administrative Expenses [Member] | |||||
Royalty Expense | 788 | $ 388 | |||
Accounts Payable and Accrued Liabilities [Member] | |||||
Accrued Royalties | $ 1,187 | ||||
Dan Road Associates [Member] | |||||
Annual Lease Payments | $ 4,308 | ||||
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 10.00% | ||||
Capital lease rental arrears | $ 3,984 | $ 4,174 | |||
Subsequent Event [Member] | |||||
Operating Lease, Expense | $ 150 | ||||
NuTech Medical [Member] | |||||
As of December 31, 2018, the Company has paid | 2,500 | ||||
The amount, if any, of the remaining $5,000 of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical is currently in dispute. | 5,000 | ||||
Business Combination Deferred Consideration | $ 7,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Net principal and interest receivable | $ 496 | $ 477 | $ 477 |
Interest income | 19 | 19 | |
Outstanding aggregate principal balance | 40,000 | ||
Under the lease, the Company is required to make monthly rent payments of approximately | 21 | ||
Operating Leases, Rent Expense | 62 | $ 60 | |
Secured Debt | 635 | ||
Class A | |||
Stock Held By Employee | 675,990 | ||
Liquidity Loan To One Former Employee | |||
Outstanding aggregate principal balance | $ 2,350 | $ 2,350 | |
Maximum | Liquidity Loan | |||
Interest Rate | 3.86% | ||
Minimum | Liquidity Loan | |||
Interest Rate | 2.30% |